Edgar Filing: WIND RIVER SYSTEMS INC

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

WIND RIVER SYSTEMS, INC.

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

973149 10 7

(CUSIP Number)

December 31, 2002

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[ ]	Rule 13d-1(b)
[ ]	Rule 13d-1(c)
[ X ]	Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 973149 10 7

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Narendra K. Gupta

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		[ ]
		(b)		[ ]

	3.	SEC Use Only

	4.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 111,888**

			6.		Shared Voting Power 4,428,236***

			7.		Sole Dispositive Power 111,888**

			8.		Shared Dispositive Power 4,428,236***

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,540,124 shares, of which beneficial ownership of 927,176 shares is disclaimed

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]

	11.	Percent of Class Represented by Amount in Row (9) 5.7%

	12.	Type of Reporting Person (See Instructions) IN

** Includes 7,716 shares held in an account for a daughter under the Uniform Gift to Minors Act, of which Mr. Gupta is a custodian; and 104,712 shares subject to stock options excercisable within 60 days after February 12, 2003.

*** Includes 3,508,236 shares held by the Narendra and Vinita Gupta Living Trust, dtd 12/2/94, of which Mr. Gupta and his wife are trustees; and 920,000 shares held by the Gupta Irrevocable Children Trust, of which Mr. Gupta his wife, and a third party, are tustees.

Item 1.
		(a)		Name of Issuer Wind River Systems, Inc.
		(b)		Address of Issuer's Principal Executive Offices 500 Wind River Way Alameda, CA 94501

Item 2.
		(a)		Name of Person Filing Narendra K. Gupta
		(b)		Address of Principal Business Office or, if none, Residence 500 Wind River Way Alameda, CA 94501
		(c)		Citizenship United States
		(d)		Title of Class of Securities Common Stock
		(e)		CUSIP Number 973149 10 7

Item 3.	If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
	(a)		[ ]		Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
	(b)		[ ]		Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
	(c)		[ ]		Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
	(d)		[ ]		Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
	(e)		[ ]		An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
	(f)		[ ]		An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
	(g)		[ ]		A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
	(h)		[ ]		A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)		[ ]		A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
	(j)		[ ]		Group, in accordance with §240.13d-1(b)(1)(ii)(J).
					NOT APPLICABLE

Item 4.	Ownership.
	(a)	Amount beneficially owned:
		4,540,124 shares, of which beneficial ownership of 927,176 shares is disclaimed

	(b)	Percent of class:
		5.7% (Based on 79,125,888 shares outstanding as of December 10, 2002 as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2002.)

	(c)	Number of shares as to which the person has:
		(i)	Sole power to vote or to direct the vote 111,888**
		(ii)	Shared power to vote or to direct the vote 4,428,236***
		(iii)	Sole power to dispose or to direct the disposition of 111,888**
		(iv)	Shared power to dispose or to direct the disposition of 4,428,236***

** Includes 7,176 shares held in an account for a daughter under the Uniform Gift to Minors Act, of which Mr. Gupta is a custodian; and 104,712 shares subject to stock options excercisable within 60 days after February 12, 2003.

Item 5.	Ownership of Five Percent or Less of a Class
	Not applicable.

Item 6.	Ownership of More than Five Percent on Behalf of Another Person.
	Not applicable.

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
	Not applicable.

Item 8.	Identification and Classification of Members of the Group
	Not applicable.

Item 9.	Notice of Dissolution of Group
	Not applicable.

Item 10.	Certification
	Not applicable.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	February 12, 2003
	Date
	/s/ Narendra K. Gupta
	Signature
	Narendra K. Gupta
	Name/Title